National CineMedia Files 8-K on Equity Sales & Accountant Change

TL;DR

NCM filed an 8-K for unregistered equity sales and accountant change. Dated March 18, 2024.

AI Summary

National CineMedia, Inc. filed an 8-K on March 22, 2024, reporting unregistered sales of equity securities and changes in its certifying accountant. The filing date for the earliest event reported was March 18, 2024. The company is incorporated in Delaware and headquartered in Centennial, Colorado.

Why It Matters

This filing indicates potential changes in the company's financial structure or auditing relationships, which could impact investor confidence and financial reporting.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes signal financial distress or dilution, while a change in certifying accountant warrants scrutiny.

Key Numbers

• 001-33296 — SEC File Number (Identifies the company's filing with the SEC.)
• 20-5665602 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• National CineMedia, Inc. (company) — Registrant
• 0001377630-24-000048 (filing_id) — Accession Number
• March 18, 2024 (date) — Date of Earliest Event Reported
• March 22, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• Centennial, Colorado (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ) of the Act: Common Stock, par value $0.01 per share NCMI The Nasdaq Stock Market

Filing Documents

• ncmllc-20240318.htm (8-K) — 61KB
• exhibit161.htm (EX-16.1) — 3KB
• 0001377630-24-000048.txt ( ) — 211KB
• ncmllc-20240318.xsd (EX-101.SCH) — 3KB
• ncmllc-20240318_def.xml (EX-101.DEF) — 8KB
• ncmllc-20240318_lab.xml (EX-101.LAB) — 24KB
• ncmllc-20240318_pre.xml (EX-101.PRE) — 15KB
• ncmllc-20240318_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities 2023 Common Unit Adjustment On March 18, 2024, National CineMedia, Inc. ("NCM, Inc." or the "Company"), as sole manager of National CineMedia LLC ("NCM LLC"), provided written notices setting forth the determination of common membership units due to/from the members of NCM LLC as shown in the table below, in accordance with the Common Unit Adjustment Agreement dated as of February 13, 2007, by and among NCM, Inc., NCM LLC, Regal CineMedia Holdings, LLC ("Regal"), American Multi-Cinema, Inc. ("AMC") and Cinemark Holdings, Inc. ("Cinemark"). Regal was a party to the Common Unit Adjustment Agreement until July 14, 2023 when Regal waived its rights under the Common Unit Adjustment Agreement. AMC and Cinemark are referred to collectively as the "ESA Parties". The common membership units are expected to be issued on April 1, 2024, the settlement date. The Common Unit Adjustment Agreement provides a mechanism for adjusting membership units held by the ESA Parties, based on increases or decreases in attendance associated with new theater construction or acquisitions and dispositions or closures by each ESA Party. The adjustment of membership units pursuant to the Common Unit Adjustment Agreement is conducted annually, except that an earlier adjustment will occur for an ESA Party if its acquisition or disposition of theaters, in a single transaction or cumulatively since the most recent adjustment, will cause a change of two percent or more in the total annual attendance. Following is a summary of the beneficial ownership of NCM LLC units that will result from this most recent common unit adjustment for the fiscal year ended December 28, 2023: ESA Parties Number of Units Owned Prior to Adjustment (1) Number of Units Issued per 2023 Adjustment Total Number of Units Owned Post Adjustment AMC — 3,377 3,377 Cinemark — 132,096 132,096 NCM, Inc. 96,837,079 — 96,837,079 Total 96,837,079 135,473 96,972,552 (1) The units r

01 Changes in Registrant's Certifying Accountant

Item 4.01 Changes in Registrant's Certifying Accountant. On March 19, 2024, the audit committee (the "Audit Committee") of the Board of Directors of the Company approved the appointment of Grant Thornton LLP ("Grant Thornton"), as the Company's independent registered public accounting firm for the fiscal year ending December 26, 2024, effective immediately and concurrent with the dismissal of Deloitte & Touche LLP ("Deloitte"). During the Company's two most recent fiscal years (fiscal years ended December 28, 2023 and December 29, 2022), and the subsequent interim period through March 19, 2024, neither the Company nor anyone on its behalf consulted Grant Thornton regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K. The Audit Committee recently conducted a competitive process to determine the Company's independent registered public accounting firm for the fiscal year ending December 26, 2024. As a result of this competitive process, the decision to change the Company's independent registered public accounting firm and, accordingly, to dismiss Deloitte, was approved by the Audit Committee on March 19, 2024, and Deloitte was dismissed effective as of March 19, 2024. Deloitte's reports on the Company's consolidated financial statements for the fiscal years ended December 28, 2023 and December 29, 2022 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, however, that report dated April 13, 2023 contained explanatory paragraphs as to the Company's ability to continue as a going concern and bankruptcy proceedings. During the Company's fiscal years ended December 28, 2023 and December 29, 2022 and the subsequent interim period through March 19, 2024, there were no (i) disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) with Deloitte on any matter of accounting principles

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description 10.1 Common Unit Adjustment Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., National CineMedia, LLC, Regal CineMedia Holdings, LLC, American Multi-Cinema, Inc., Cinemark Media, Inc, Regal Cinemas, Inc. and Cinemark USA, Inc. (Confidential treatment granted as to certain portions, which portions were omitted and filed separately with the Commission) (Incorporated by reference to Exhibit 10.6 to NCM, Inc.'s Current Report on Form 8-K (File No. 001-33296) filed on February 16, 2007.) 16.1 Letter of Deloitte & Touche LLP dated as of March 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL CINEMEDIA, INC. Dated: March 22, 2024 By: /s/ Ronnie Ng Ronnie Ng Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR